UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended May 31, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-13330
HUTTON/CONAM REALTY PENSION INVESTORS
Exact Name of Registrant as Specified in its Charter
New York 11-2673854
State or Other Jurisdiction I.R.S. Employer
of Incorporation or Organization Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3237
Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
BALANCE SHEETS At May 31, At November 30,
1997 1996
Assets
Investments in real estate:
Properties $ --- $ 5,844,128
Less accumulated depreciation --- (1,567,164)
Mortgage loan investments 9,675,900 9,675,900
9,675,900 13,952,864
Property held for disposition 8,206,072 3,971,304
Cash and cash equivalents 1,548,395 1,818,059
Interest receivable-deferred, net of
valuation allowance of $2,556,402 in
1997 and $2,145,176 in 1996 1,674,100 1,674,100
Other assets 53,504 49,827
Total Assets $21,157,971 $21,466,154
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ 253,921 $ 507,842
Accounts payable and accrued expenses 170,632 263,985
Due to general partners and affiliates 11,776 11,094
Deferred income-loan modification fees 9,532 19,794
Security deposits 69,877 72,620
Total Liabilities 515,738 875,335
Partners' Capital:
General Partners 275,011 274,497
Limited Partners 20,367,222 20,316,322
Total Partners' Capital 20,642,233 20,590,819
Total Liabilities and Partners' Capital $21,157,971 $21,466,154
STATEMENT OF PARTNERS' CAPITAL
For the six months ended May 31, 1997
General Limited
Partners Partners Total
Balance at December 1, 1996 $ 274,497 $ 20,316,322 $ 20,590,819
Net income 25,906 533,350 559,256
Cash distributions (25,392) (482,450) (507,842)
Balance at May 31, 1997 $ 275,011 $ 20,367,222 $ 20,642,233
STATEMENTS OF OPERATIONS
Three months Six months
ended May 31, ended May 31,
1997 1996 1997 1996
Income
Rental $ 680,147 $ 633,691 $1,348,095 $1,250,934
Mortgage interest 205,613 205,613 411,226 411,226
Interest 18,178 20,870 37,183 44,153
Loan modification fees 5,131 5,131 10,262 10,262
Total Income 909,069 865,305 1,806,766 1,716,575
Expenses
Property operating 346,902 294,414 668,120 642,238
Provision for losses 205,613 --- 411,226 ---
Depreciation --- 92,667 42,196 185,335
General and administrative 64,317 38,489 125,968 75,217
Total Expenses 616,832 425,570 1,247,510 902,790
Net Income $ 292,237 $ 439,735 $ 559,256 $ 813,785
Net Income Allocated:
To the General Partners $ 10,867 $ 25,694 $ 25,906 $ 48,103
To the Limited Partners 281,370 414,041 533,350 765,682
$ 292,237 $ 439,735 $ 559,256 $ 813,785
Per limited partnership unit
(96,490 outstanding) $2.92 $4.29 $5.53 $7.94
STATEMENTS OF CASH FLOWS
For the six months ended May 31, 1997 1996
Cash Flows From Operating Activities:
Net income $ 559,256 $ 813,785
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for losses 411,226 ---
Depreciation 42,196 185,335
Deferred income-loan modification fees (10,262) (10,262)
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Interest receivable (411,226) ---
Other assets (3,677) (4,467)
Accounts payable and accrued expenses (93,353) (124,202)
Due to general partners and affiliates 682 347
Security deposits (2,743) 4,563
Net cash provided by operating activities 492,099 865,099
Cash Flows From Financing Activities:
Distributions (761,763) (1,015,684)
Net cash used for financing activities (761,763) (1,015,684)
Net decrease in cash and cash equivalents (269,664) (150,585)
Cash and cash equivalents, beginning of period 1,818,059 1,979,963
Cash and cash equivalents, end of period $1,548,395 $1,829,378
NOTES TO THE FINANCIAL STATEMENTS
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1996 audited financial statements within Form 10-K.
The unaudited financial statements include all normal and reoccurring
adjustments which are, in the opinion of management, necessary to present a
fair statement of financial position as of May 31, 1997 and the results of
operations for the three and six months ended May 31, 1997 and 1996, cash flows
for the six months ended May 31, 1997 and 1996 and the statement of partners'
capital for the six months ended May 31, 1997. Results of operations for the
period are not necessarily indicative of the results to be expected for the
full year.
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
The following significant events have occurred subsequent to fiscal year 1996
and material contingencies exist, which require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
On January 22, 1997, the Partnership delivered notice of default to Southridge
Partners I ("Southridge") with respect to the Partnership's loans on Park View
Village and Oaktree Village (the "Loans"), respectively. The Partnership
indicated, among other things, that the Loans are in default due to, without
limitation, the failure of Southridge to make the payment of minimum interest
due on January 1, 1997 and due to its failure to make the required monthly
deferred minimum interest payments during 1996 and the required contingent
interest payments for the first three quarters of 1996 (collectively the
"Current Amounts Due") as required by each of the loan documents. The
Partnership has demanded payment of the Current Amounts Due from Southridge
with respect to each of the Loans, however, the Partnership has not accelerated
payment of the outstanding balance of the Loans.
On February 21, 1997, the General Partners executed a Letter of Intent ("LOI")
with Southridge, whereby, Southridge's default status on the Loans would be
resolved. The resolutions contemplated in the LOI include: (i) Southridge
transferring ownership of Oaktree Village to the Partnership; and (ii)
modifying the Park View Village mortgage to reflect additional terms and
conditions, including but not limited to, an extension of the maturity date of
the loan, the deferral of debt service payments until a capital improvement
reserve account is fully funded with an agreed upon amount, and the inclusion
of a discount payoff option for Southridge during the extension period,
whereby, Southridge could payoff the aggregate of the $5,200,650 face amount of
the Park View Village loan and the unpaid accrued interest which totaled
$2,070,267 as of May 31, 1997, for $5,650,000. The General Partners anticipate
finalizing the terms in the LOI with a binding agreement with Southridge in the
third f iscal quarter of 1997.
The Partnership has not received interest payments in the amount of $411,226,
from Southridge with respect to the Loans on Park View Village and Oaktree
Village for the first and second fiscal quarters of 1997. Pursuant to the LOI,
the Partnership has recorded a loss provision in the amount of $411,226 for the
first two fiscal quarters of 1997.
The Partnership had signed a contract, dated January 24, 1997, to sell
Chaparosa Apartments. On March 17, 1997, the prospective buyer executed its
right to terminate the purchase agreement during the due diligence period.
On June 17, 1997, the Partnership executed an agreement with an unaffiliated
institutional buyer for the sale of Chaparosa Apartments at an estimated sales
price of $6,000,000. The sale is scheduled to close no later than September
20, 1997. There can be no assurance that the sale will close.
On June 30, 1997 the Partnership executed a Letter of Intent with an
unaffiliated institutional buyer for the sale of Bryn Athyn Apartments at an
estimated sales price of $9.2 million. Accordingly, Bryn Athyn Apartments was
reclassified to "Property held for disposition" at its net book value effective
March 1, 1997. The sale is still subject to certain terms and conditions, and
there can be no assurance that it will be completed.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
At May 31, 1997, the Partnership's investment portfolio consisted of: (1) two
mortgage loans funded to Southridge Partners I ("Southridge") which are secured
by two apartment properties, Park View Village and Oaktree Village; and (2) two
apartment properties, Bryn Athyn Apartments and Chaparosa Apartments, which
were acquired by the Partnership on July 14, 1989 and January 31, 1992,
respectively.
Given the improvement in the performance of multifamily real estate, and the
improvement in the real estate capital markets which has increased demand by
potential buyers, the General Partners have determined that it is in the best
interest of the Partnership to attempt to sell its properties in an orderly
manner over the next few years. Assuming these efforts are successful, we
would expect to distribute the sales proceeds and subsequently dissolve the
Partnership in 1998 or 1999. However, meeting this objective will be dependent
upon a variety of factors, many of which are not within the Partnership's
control. Consequently, there can be no assurance any particular property can
be sold, that particular prices will be achieved, or that all the properties
can be sold within this time frame.
In keeping with this objective, on June 17, 1997, the Partnership executed an
agreement with an unaffiliated institutional buyer for the sale of Chaparosa
Apartments at an estimated sales price of $6,000,000. The sale is scheduled to
close no later than September 20, 1997. The General Partners will pay a
special cash distribution to the Limited Partners once the sale is complete.
There can be no assurance the sale will close.
During the second quarter of fiscal 1997, the General Partners engaged a
commercial real estate broker to commence marketing the Bryn Athyn property for
sale. On June 30, 1997, the Partnership executed a Letter of Intent with an
unaffiliated institutional buyer for the sale of Bryn Athyn Apartments at an
estimated sales price of $9.2 million. Accordingly, Bryn Athyn Apartments was
reclassified to "Property held for disposition" at its net book value effective
March 1, 1997. The sale is still subject to certain terms and conditions, and
there can be no assurance that it will be completed.
At May 31, 1997, the Partnership had cash and cash equivalents of $1,548,395
which were invested in unaffiliated money market funds, compared with
$1,818,059 at November 30, 1996. The decrease reflects cash distributions to
Partners exceeding cash provided by operating activities during the first six
months of fiscal 1997.
The General Partners declared a cash distribution of $2.50 per Unit for the
quarter ended May 31, 1997 which will be paid to investors on or about July 15,
1997. The level of future distributions will be evaluated on a quarterly basis
and will depend on the Partnership's operating results and future cash needs.
Such distributions will be dependent on the outcome of our discussions with the
borrower of the two mortgages (the "Loans") secured by Oaktree Village and Park
View Village, as discussed below. Additionally, once the anticipated sales of
Chaparosa Apartments and Bryn Athyn Apartments are completed, quarterly cash
distributions from operations will be reduced to reflect the corresponding
reduction in the Partnership's cash flow.
On January 22, 1997, the Partnership delivered notice of default to Southridge
with respect to the Partnership's loans on Park View Village and Oaktree
Village (the "Loans"), respectively. The Partnership indicated, among other
things, that the Loans are in default due to, without limitation the failure of
Southridge to make: i) the payment of minimum interest due on January 1, 1997;
ii) the required monthly deferred minimum interest payments during 1996 and;
iii) the required contingent interest payments for the first three quarters of
1996 as required by each of the loan documents. Additionally, the Partnership
indicated that the Loans are in default due to Southridge's failure to
adequately maintain, preserve and protect the condition of Park View Village
and Oaktree Village. The Partnership has demanded payment of the current
amounts due from Southridge with respect to each of the Loans, however, the
Partnership has not accelerated payment of the outstanding balance of the
Loans.
On February 21, 1997, the General Partners executed a Letter of Intent ("LOI")
with Southridge, whereby, Southridge's default status on the Loans would be
resolved. The resolutions contemplated in the LOI include: (i) Southridge
transferring ownership of Oaktree Village to the Partnership; and (ii)
modifying the Park View Village mortgage to reflect additional terms and
conditions, including but not limited to, an extension of the maturity date of
the loan, the deferral of debt service payments until a capital improvement
reserve account is fully funded with an agreed upon amount, and the inclusion
of a discount payoff option for Southridge during the extension period,
whereby, Southridge could payoff the aggregate of the $5,200,650 face amount of
the Park View Village loan and the unpaid accrued interest which totaled
$2,070,267 as of May 31, 1997, for $5,650,000. The General Partners anticipate
finalizing the terms in the LOI with a binding agreement with Southridge in the
third fiscal quarter of 1997.
The Partnership has not received interest payments in the amount of $411,226,
from Southridge with respect to the Loans on Park View Village and Oaktree
Village for the first six months of fiscal 1997. Pursuant to the LOI, the
Partnership has recorded a loss provision in the amount of $411,226 for the
first six months of fiscal 1997.
Results of Operations
Partnership operations for the three and six months ended May 31, 1997
generated net income of $292,237 and $559,256, respectively, compared with net
income of $439,735 and $813,785 for the corresponding periods in fiscal 1996.
The decrease in both periods is primarily due to a provision for losses in the
fiscal 1997 periods totaling $205,613 and $411,226 for the three and six month
periods, respectively. Such amounts represent past due mortgage interest on
the Southridge Loans (see "Liquidity and Capital Resources" above for a
discussion of the Southridge default).
Rental income totaled $680,147 and $1,348,095 for the three and six months
ended May 31, 1997, respectively, compared with $633,691 and $1,250,934 for the
corresponding periods in fiscal 1996. The increases in both periods primarily
reflect higher rental rates at both of the Partnership's wholly-owned
properties during the fiscal 1997 periods.
Property operating expense totaled $346,902 and $668,120 for the three and six
months ended May 31, 1997, respectively, compared with $294,414 and $642,238
for the corresponding periods in fiscal 1996. The increases in both periods
are primarily attributable to increased real estate tax expense at Chaparosa as
a result of an increase in the assessed value of the property.
Depreciation expense totaled $0 and $42,196 for the three and six months ended
May 31, 1997, compared with $92,667 and $185,335 in the corresponding periods
in fiscal 1996. The decreases reflect the reclassification as assets held for
disposition of the Chaparosa property during the fourth fiscal quarter of 1996,
and the Bryn Athyn property during the second fiscal quarter of 1997. General
and administrative expense totaled $64,317 and $125,968 for the three and six
months ended May 31, 1997 compared with $38,489 and $75,217 for the
corresponding periods in fiscal 1996. The increase reflects higher printing
and postage expense in the fiscal 1997 period and increased legal costs related
to the proposed Southridge mortgage modifications.
During the first six months of fiscal 1997 and 1996, average occupancy levels
at the Partnership's two properties and at the properties securing the
Partnership's equity participating loans were as follows:
Real Estate Investments: 1997 1996
Bryn Athyn Apartments 97% 96%
Chaparosa Apartments 97% 96%
Mortgage Loan Investments:
Oaktree Village 91% 95%
Park View Village 97% 97%
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter ended May 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HUTTON/CONAM REALTY PENSION INVESTORS
BY: RPI REAL ESTATE SERVICES INC.
A General Partner
Date: July 15, 1997 BY: /s/ Paul L. Abbott
Paul L. Abbott
Director, President,
Chief Executive Officer
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Nov-30-1997
<PERIOD-END> May-31-1997
<CASH> 1,548,395
<SECURITIES> 000
<RECEIVABLES> 4,230,502
<ALLOWANCES> 2,556,402
<INVENTORY> 000
<CURRENT-ASSETS> 53,504
<PP&E> 10,509,852
<DEPRECIATION> 2,303,780
<TOTAL-ASSETS> 21,157,971
<CURRENT-LIABILITIES> 515,738
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 20,642,233
<TOTAL-LIABILITY-AND-EQUITY> 21,157,971
<SALES> 1,348,095
<TOTAL-REVENUES> 1,806,766
<CGS> 000
<TOTAL-COSTS> 668,120
<OTHER-EXPENSES> 168,164
<LOSS-PROVISION> 411,226
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 559,256
<INCOME-TAX> 000
<INCOME-CONTINUING> 559,256
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 559,256
<EPS-PRIMARY> 5.53
<EPS-DILUTED> 5.53
</TABLE>
